X0206 3 2017-02-28 0 0000808450 NAVISTAR INTERNATIONAL CORP NAV 0001697835 Volkswagen Truck & Bus GmbH BRAWO PARK, WILLY-BRANDT-PLATZ 19 BRAUNSCHWEIG 2M 38102 GERMANY 0 0 1 0 0001111708 VOLKSWAGEN AG BERLINER RING 2 WOLFSBURG, LOWER SAXONY 2M 38440 GERMANY 0 0 1 0 Common Stock, par value $0.10 per share 16242012 D This statement is being filed jointly by Volkswagen Truck & Bus GmbH ("VW T&B") and Volkswagen AG ("Volkswagen" and together with VW On September 5, 2016, the Issuer entered into a Stock Purchase Agreement (the "Purchase Agreement") with VW T&B, pursuant to which the Issuer agreed to issue and sell to VW T&B an aggregate of 16,242,012 shares of its common stock, par value $0.10 per share (the "Common Stock"), for an aggregate purchase price of $255,974,109.12, or $15.76 per share, in a privately negotiated transaction. The transactions contemplated by the Purchase Agreement closed on February 28, 2017 (the "Issuance Date"), at which time the Common Stock was issued to VWT&B. Andreas Renschler, Volkswagen Truck & Bus GmbH /s/ Andreas Renschler 2017-03-09 Matthias Grundler, Volkswagen Truck & Bus GmbH /s/ Matthias Grundler 2017-03-09 Tim Haack, Attorney in fact for Volkswagen AG /s/ Tim Haack 2017-03-09 Frederik Fragemann, Attorney in fact for Volkswagen AG /s/ Frederik Fragemann 2017-03-09